The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008

[^key-f6ecaad6ac07da1edd42f4a3d9e8c2dd]: Word in Sch. 7 para. 4(1) substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 5(a)(i) (with reg. 7) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-ff85e74207af6a38a4a25b6c57c4fd8c]: Word in Sch. 7 para. 4(4) substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 5(a)(ii)(aa) (with reg. 7) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-0cca084ec3de63509042fd78f9d6d9a9]: Words in Sch. 7 para. 4(4) substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 5(a)(ii)(bb) (with reg. 7) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-50c8e162a64b2603979c4883f470e658]: Word in Sch. 7 para. 13(1) inserted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 5(b) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-c69079004b8067943fa32f7040a27348]: Words in Sch. 7 para. 13(6) substituted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 18(a); 2020 c. 1, Sch. 5 para. 1(1)

[^key-daa88fe61895ced609db3d06dc53e73f]: Words in Sch. 7 para. 13(6) omitted (31.12.2020) by virtue of The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 18(b); 2020 c. 1, Sch. 5 para. 1(1)

[^key-a7233f1afdbf1fcfb5e5ce9d3ba49133]: Words in reg. 10(2) omitted (6.4.2025 with effect in relation to financial years beginning on or after 6.4.2025) by virtue of The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 5(2)(a)

[^key-55003f516ec4c1bc87863a5ad366e4c3]: Words in reg. 10(2) omitted (6.4.2025 with effect in relation to financial years beginning on or after 6.4.2025) by virtue of The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 5(2)(b)

[^key-3aeedb9820c117f5a8593f4c916884ae]: Sch. 7 para. 6 omitted (6.4.2025 with effect in relation to financial years beginning on or after 6.4.2025) by virtue of The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 5(3)

[^key-0c42c8209f64ffb4cbac9e3e2d13df88]: Sch. 7 para. 7 omitted (6.4.2025 with effect in relation to financial years beginning on or after 6.4.2025) by virtue of The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 5(3)

[^key-5397a47885a6d81c185399a878497cce]: Sch. 7 Pt. 3 omitted (6.4.2025 with effect in relation to financial years beginning on or after 6.4.2025) by virtue of The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 5(3)

[^key-a4e774d167e086e0f5110565f89b9d4d]: Sch. 7 Pt. 4 omitted (6.4.2025 with effect in relation to financial years beginning on or after 6.4.2025) by virtue of The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 5(3)

[^key-13fc1da2a31a9f1370470813dda4cd8a]: Words in Sch. 8 heading omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(a)

[^key-2252b729ee0b828164b7ae76c985b89b]: Words in reg. 11 heading omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(2)(a)

[^key-46fa931dd52e2c77a2334c61c09d44e4]: Words in reg. 11(1) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(2)(b)

[^key-ba0f53a25f19dfb4803c40b0e36010ef]: Sch. 8 para. 2(2A) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(b)(i)

[^key-309104daf2dc176458cc7bacf1e29bbb]: Words in Sch. 8 para. 2(8)(a) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(b)(ii)

[^key-024d9c2f2d5ed03de6f4a1a4cbf50986]: Words in Sch. 8 para. 5(1) Table omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(c)

[^key-0752e55dedb4d928e5cb7a6d15703bfb]: Sch. 8 para. 7(1)(g) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(d)

[^key-4aeed7ac71f8071cfe729b0a805a81e9]: Sch. 8 para. 7(1)(h) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(d)

[^key-5db102e16f0b529fb807137d741457d8]: Words in Sch. 8 para. 14(1)(b)(v) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(e)

[^key-6d63b21c744daadf8683c1260aa54bdf]: Words in Sch. 8 para. 18(1)(a)(i) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(f)

[^key-1a3d8b26e32232c06e6a30a257cd9f70]: Sch. 8 para. 19 omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(g)

[^key-777ec1c286543d296e0c479ee16292c8]: Words in Sch. 8 para. 21(3) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(h)

[^key-8b4017d713bbffe90307236ddf52f480]: Sch. 8 para. 24(1A) omitted (11.5.2025) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 12(3)(i)

[^key-006b89b03c19d6864d4bb9c0557e2499]: Words in Sch. 8 para. 26(b) omitted (11.5.2025) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 12(3)(j)(i)

[^key-be9d17fa3861b084d5e58395e3c5889c]: Sch. 8 para. 26(ba) omitted (11.5.2025) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 12(3)(j)(ii)

[^key-7abe2113baa8dec2d4afe80975b52378]: Sch. 8 para. 30A omitted (11.5.2025) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 12(3)(k)

[^key-6d46a5e58c8446332054bf7d71b90e31]: Words in Sch. 8 para. 42 omitted (11.5.2025) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 12(3)(l)

[^key-0d6141f56318d1c5153acd6585b311c9]: Words in Sch. 8 para. 44(1) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(m)

[^key-5bf472776566d645f9d1bb01e46e89d4]: Sch. 7 Pt. 9 inserted (1.1.2026 with effect in respect of a company’s financial year beginning on or after 1.1.2026) by The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 (S.I. 2025/1152), regs. 1(2)(4), 5

[^key-c6fa1b3931ed866bd8d6f08fb62f4ea1]: Word in reg. 10(2) omitted (1.1.2026 with effect in respect of a company’s financial year beginning on or after 1.1.2026) by virtue of The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 (S.I. 2025/1152), regs. 1(2)(4), 3(a)

[^key-7081ae389fb4ec708aca0b9d73153038]: Words in reg. 10(2) substituted for full stop (1.1.2026 with effect in respect of a company’s financial year beginning on or after 1.1.2026) by virtue of The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 (S.I. 2025/1152), regs. 1(2)(4), 3(b)

[^key-ae8c580ddf7d9dc9a7766de09ab7341a]: Reg. 14(4C) inserted (1.1.2026 with effect in respect of a company’s financial year beginning on or after 1.1.2026) by The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 (S.I. 2025/1152), regs. 1(2)(4), 4(3)

[^key-c456cbc2e41257c6b2b1cd6f94a8fbd2]: Reg. 14(1)(a)(iv) inserted (1.1.2026 with effect in respect of a company’s financial year beginning on or after 1.1.2026) by The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 (S.I. 2025/1152), regs. 1(2)(4), 4(2)(b)

[^key-05359fe9a7e477d01260dd29a02dda14]: Words in reg. 14(5) substituted (1.1.2026 with effect in respect of a company’s financial year beginning on or after 1.1.2026) by The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 (S.I. 2025/1152), regs. 1(2)(4), 4(4)

[^key-ef95e0f24672e8942f27d671570b86c0]: Word in reg. 14(1)(a)(ii) omitted (1.1.2026 with effect in respect of a company’s financial year beginning on or after 1.1.2026) by virtue of The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 (S.I. 2025/1152), regs. 1(2)(4), 4(2)(a)

Realised losses

8

The specified provisions for the purposes of section 841(2)(a) of the 2006 Act (Companies Act accounts: treatment of provisions as realised losses) are provisions of any of the kinds mentioned in paragraphs 1 and 2 of this Schedule.

• (1) Called up share capital not paid

(Assets items A and E.IV.)

This item may be shown in either of the positions given in the format.

• (2) Concessions, patents, licences, trade marks and similar rights and assets

(Assets item B.2.)

Amounts in respect of assets are only to be included in a company's balance sheet under this item if either—

• (a) the assets were acquired for valuable consideration and are not required to be shown under goodwill, or

• (b) the assets in question were created by the company itself.

• (3) Goodwill

(Assets item B.3.)

Amounts representing goodwill are only to be included to the extent that the goodwill was acquired for valuable consideration.

• (4) Land and buildings

(Assets item C.I.)

The amount of any land and buildings occupied by the company for its own activities must be shown separately in the notes to the accounts.

• (5) Debt securities and other fixed-income securities

(Assets item C.III.2.)

This item is to comprise transferable debt securities and any other transferable fixed-income securities issued by credit institutions, other undertakings or public bodies, in so far as they are not covered by assets item C.II.2 or C.II.4.

Securities bearing interest rates that vary in accordance with specific factors, for example the interest rate on the inter-bank market or on the Euromarket, are also to be regarded as debt securities and other fixed-income securities and so be included under this item.

• (6) Participation in investment pools

(Assets item C.III.3.)

This item is to comprise shares held by the company in joint investments constituted by several undertakings or pension funds, the management of which has been entrusted to one of those undertakings or to one of those pension funds.

• (7) Loans secured by mortgages and other loans

(Assets items C.III.4 and C.III.5.)

Loans to policyholders for which the policy is the main security are to be included under “Other loans” and their amount must be disclosed in the notes to the accounts. Loans secured by mortgage are to be shown as such even where they are also secured by insurance policies. Where the amount of “Other loans” not secured by policies is material, an appropriate breakdown must be given in the notes to the accounts.

• (8) Deposits with credit institutions

(Assets item C.III.6.)

This item is to comprise sums the withdrawal of which is subject to a time restriction. Sums deposited with no such restriction must be shown under assets item F.III even if they bear interest.

• (9) Other

(Assets item C.III.7.)

This item is to comprise those investments which are not covered by assets items C.III.1 to 6. Where the amount of such investments is significant, they must be disclosed in the notes to the accounts.

• (10) Deposits with ceding undertakings

(Assets item C.IV.)

Where the company accepts reinsurance this item is to comprise amounts, owed by the ceding undertakings and corresponding to guarantees, which are deposited with those ceding undertakings or with third parties or which are retained by those undertakings.

These amounts may not be combined with other amounts owed by the ceding insurer to the reinsurer or set off against amounts owed by the reinsurer to the ceding insurer.

Securities deposited with ceding undertakings or third parties which remain the property of the company must be entered in the company's accounts as an investment, under the appropriate item.

• (11) Assets held to cover linked liabilities

(Assets item D.)

In respect of long-term business, this item is to comprise investments made pursuant to long- term policies under which the benefits payable to the policyholder are wholly or partly to be determined by reference to the value of, or the income from, property of any description (whether or not specified in the contract) or by reference to fluctuations in, or in an index of, the value of property of any description (whether or not so specified).

This item is also to comprise investments which are held on behalf of the members of a tontine and are intended for distribution among them.

• (12) Reinsurance amounts

(Assets item Da: liabilities items C.1.(b), 2.(b), 3.(b), 4.(b) and 6.(b) and D.(b).)

The reinsurance amounts may be shown either under assets item Da or under liabilities items C.1.(b), 2.(b), 3.(b), 4.(b) and 6.(b) and D.(b).

The reinsurance amounts are to comprise the actual or estimated amounts which, under contractual reinsurance arrangements, are deducted from the gross amounts of technical provisions.

As regards the provision for unearned premiums, the reinsurance amounts must be calculated according to the methods referred to in paragraph 50 below or in accordance with the terms of the reinsurance policy.

• (13) Debtors

(Assets item E.)

Amounts owed by group undertakings and undertakings in which the company has a participating interest must be shown separately as sub-items of assets items E.I, II and III.

• (14) Own shares

(Assets item F.IV.)

The nominal value of the shares must be shown separately under this item.

• (15) Other

(Assets item F.V.)

This item is to comprise those assets which are not covered by assets items F.I to IV. Where such assets are material they must be disclosed in the notes to the accounts.

• (16) Accrued interest and rent

(Assets item G.I.)

This item is to comprise those items that represent interest and rent that have been earned up to the balance-sheet date but have not yet become receivable.

• (17) Deferred acquisition costs

(Assets item G.II.)

This item is to comprise the costs of acquiring insurance policies which are incurred during a financial year but relate to a subsequent financial year (“deferred acquisition costs”), except in so far as—

• (a) allowance has been made in the computation of the long-term business provision made under paragraph 52 below and shown under liabilities item C2 or D in the balance sheet, for—

• (i) the explicit recognition of such costs, or

• (ii) the implicit recognition of such costs by virtue of the anticipation of future income from which such costs may prudently be expected to be recovered, or

• (b) allowance has been made for such costs in respect of general business policies by a deduction from the provision for unearned premiums made under paragraph 50 below and shown under liabilities item C.I in the balance sheet.

Deferred acquisition costs arising in general business must be distinguished from those arising in long-term business.

In the case of general business, the amount of any deferred acquisition costs must be established on a basis compatible with that used for unearned premiums.

There must be disclosed in the notes to the accounts—

• (c) how the deferral of acquisition costs has been treated (unless otherwise expressly stated in the accounts), and

• (d) where such costs are included as a deduction from the provisions at liabilities item C.I, the amount of such deduction, or

• (e) where the actuarial method used in the calculation of the provisions at liabilities item C.2 or D has made allowance for the explicit recognition of such costs, the amount of the costs so recognised.

• (18) Subordinated liabilities

(Liabilities item B.)

This item is to comprise all liabilities in respect of which there is a contractual obligation that, in the event of winding up or of bankruptcy, they are to be repaid only after the claims of all other creditors have been met (whether or not they are represented by certificates).

• (19) Fund for future appropriations

(Liabilities item Ba.)

This item is to comprise all funds the allocation of which either to policyholders or to shareholders has not been determined by the end of the financial year.

Transfers to and from this item must be shown in item II.12a in the profit and loss account.

• (20) Provision for unearned premiums

(Liabilities item C.1.)

In the case of long-term business the provision for unearned premiums may be included in liabilities item C.2 rather than in this item.

The provision for unearned premiums is to comprise the amount representing that part of gross premiums written which is estimated to be earned in the following financial year or to subsequent financial years.

• (21) Long-term business provision

(Liabilities item C.2.)

This item is to comprise the actuarially estimated value of the company's liabilities (excluding technical provisions included in liabilities item D), including bonuses already declared and after deducting the actuarial value of future premiums.

This item is also to comprise claims incurred but not reported, plus the estimated costs of settling such claims.

• (22) Claims outstanding

(Liabilities item C.3.)

This item is to comprise the total estimated ultimate cost to the company of settling all claims arising from events which have occurred up to the end of the financial year (including, in the case of general business, claims incurred but not reported) less amounts already paid in respect of such claims.

• (23) Provision for bonuses and rebates

(Liabilities item C.4.)

This item is to comprise amounts intended for policyholders or contract beneficiaries by way of bonuses and rebates as defined in Note (5) on the profit and loss account format to the extent that such amounts have not been credited to policyholders or contract beneficiaries or included in liabilities item Ba or in liabilities item C.2.

• (24) Equalisation provision

(Liabilities item C.5.)

This item is to comprise the amount of any equalisation reserve maintained in respect of general business by the company, in accordance with the rules made by the Financial Conduct Authority or the Prudential Regulation Authority under Part 10 of the Financial Services and Markets Act 2000.

This item is also to comprise any amounts which, in accordance with Council Directive 87/343/EEC of 22nd June 1987 , are required to be set aside by a company to equalise fluctuations in loss ratios in future years or to provide for special risks.

A company which otherwise constitutes reserves to equalise fluctuations in loss ratios in future years or to provide for special risks must disclose that fact in the notes to the accounts.

• (25) Other technical provisions

(Liabilities item C.6.)

This item is to comprise, inter alia, the provision for unexpired risks as defined in paragraph 91 below. Where the amount of the provision for unexpired risks is significant, it must be disclosed separately either in the balance sheet or in the notes to the accounts.

• (26) Technical provisions for linked liabilities

(Liabilities item D.)

This item is to comprise technical provisions constituted to cover liabilities relating to investment in the context of long-term policies under which the benefits payable to policyholders are wholly or partly to be determined by reference to the value of, or the income from, property of any description (whether or not specified in the contract) or by reference to fluctuations in, or in an index of, the value of property of any description (whether or not so specified).

Any additional technical provisions constituted to cover death risks, operating expenses or other risks (such as benefits payable at the maturity date or guaranteed surrender values) must be included under liabilities item C.2.

This item must also comprise technical provisions representing the obligations of a tontine's organiser in relation to its members.

• (27) Deposits received from reinsurers

(Liabilities item F.)

Where the company cedes reinsurance, this item is to comprise amounts deposited by or withheld from other insurance undertakings under reinsurance contracts. These amounts may not be merged with other amounts owed to or by those other undertakings.

Where the company cedes reinsurance and has received as a deposit securities which have been transferred to its ownership, this item is to comprise the amount owed by the company by virtue of the deposit.

• (28) Creditors

(Liabilities item G.)

Amounts owed to group undertakings and undertakings in which the company has a participating interest must be shown separately as sub-items.

• (29) Debenture loans

(Liabilities item G.III.)

The amount of any convertible loans must be shown separately.

1A

Where a company has chosen in accordance with section 414C(11) to set out in the company’s strategic report information required by this Schedule to be contained in the directors’ report it shall state in the directors’ report that it has done so and in respect of which information it has done so.

PART 7 — DISCLOSURES CONCERNING GREENHOUSE GAS EMISSIONS , ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION BY QUOTED COMPANIES

15

• (1) Subject to sub-paragraph (1A), this Part of this Schedule applies to the directors’ report for a financial year if the company is a quoted company.

• (1A) This Part does not apply if—

• (a) the company is a subsidiary undertaking at the end of the financial year;

• (b) the company is included in the group report of a parent undertaking; and

• (c) the group report is prepared for a financial year of the parent undertaking that ends at the same time as, or before the end of, the company’s financial year; and—

• (i) if the group report is a group directors’ report—

• (aa) of a quoted company, it complies with this Part of this Schedule other than in reliance on paragraph 15(5)(b); or

• (bb) of an unquoted company, it complies with Part 7A of this Schedule other than in reliance on paragraph 20D(7)(b); or

• (ii) if the group report is a group energy and carbon report, it complies with Part 7A of this Schedule as applied and modified by regulation 12B of the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 other than in reliance on paragraph 20D(7)(b).

• (1B) For the purpose of sub-paragraph (1A), “group energy and carbon report” means a report prepared in accordance with section 415(2) of the 2006 Act as applied and modified by regulation 12B of the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008;

• (2) The report must state the annual quantity of emissions in tonnes of carbon dioxide equivalent from activities for which that company is responsible including—

• (a) the combustion of fuel; and

• (b) the operation of any facility.

• (3) The report must state the annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the purchase of electricity, heat, steam or cooling by the company for its own use.

• (3A) The report must state a figure, in kWh, which is the aggregate of—

• (a) the annual quantity of energy consumed from activities for which the company is responsible, including—

• (i) the combustion of fuel; and

• (ii) the operation of any facility; and

• (b) the annual quantity of energy consumed resulting from the purchase of electricity, heat, steam or cooling by the company for its own use.

• (3B) The report must state what proportion of the figures reported in accordance with sub-paragraphs (2) and (3) relate to emissions in the United Kingdom and offshore area.

• (3C) The report must state what proportion of the figure reported in accordance with sub-paragraph (3A) relates to energy consumed in the United Kingdom and offshore area.

• (3D) If the company has in the financial year to which the report relates taken any measures for the purpose of increasing the company’s energy efficiency, the report must contain a description of the principal measures taken for that purpose.

• (4) Sub-paragraphs (2) to (3D) and paragraphs 16 and 17 apply only to the extent that it is practical for the company to obtain the information in question; but where it is not practical for the company to obtain some or all of that information, the report must state what information is not included and why.

• (5) Nothing in sub-paragraphs (2) to (3D) and paragraphs 16 and 17 requires the disclosure of information if—

• (a) the company consumed 40,000 kWh of energy or less during the period in respect of which the directors’ report is prepared and the report states that the information is not disclosed for that reason; or

• (b) the disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the company, and the report states that the information is not disclosed for that reason.

16

The directors’ report must state the methodologies used to calculate the information disclosed under paragraph 15(2) , (3) and (3A).

17

The directors’ report must state at least one ratio which expresses the ... company’s annual emissions in relation to a quantifiable factor associated with the company’s activities.

18

With the exception of the first year for which the directors’ report contains the information required by paragraphs 15(2) and (3) and 17, the report must state not only the information required by paragraphs 15(2) and (3) and 17, but also that information as disclosed in the report for the preceding financial year.

19

The directors’ report must state ... the period for which it is reporting the information required by paragraph 15(2) if it is different to the period in respect of which the directors’ report is prepared.

20

The following definitions apply for the purposes of this Part of this Schedule—

• “emissions” means emissions into the atmosphere of a greenhouse gas as defined in section 92 of the Climate Change Act 2008 which are attributable to human activity;

• “energy” means all forms of energy products where “energy products” means combustible fuels, heat, renewable energy, electricity, or any other form of energy;

• “energy efficiency” means the ratio of output of performance, service, goods or energy to input of energy;

• “kWh” means kilowatt hours;

• “offshore area” means the areas comprising—the sea adjacent to the United Kingdom from the low water mark to the landward baseline of the United Kingdom territorial sea;the United Kingdom territorial sea;the sea in any designated area within the meaning of section 1(7) of the Continental Shelf Act 1964; andthe sea in any area for the time being designated under section 41(3) of the Marine and Coastal Access Act 2009,and includes the places above those areas, and the bed and subsoil of the sea within those areas;.

• “tonne of carbon dioxide equivalent” has the meaning given in section 93(2) of the Climate Change Act 2008.

Single total figure of remuneration for each director

Definitions applicable to the single total figure table

Additional requirements in respect of the single total figure table

Total pension entitlements

Scheme interests awarded during the financial year

Payments to past directors

Payments for loss of office

Statement of directors’ shareholding and share interests

Performance graph and table

Percentage change in remuneration of director undertaking the role of chief executive officer

Relative importance of spend on pay

Statement of implementation of remuneration policy in the following financial year

Consideration by the directors of matters relating to directors’ remuneration

Statement of voting at general meeting

23

The directors’ remuneration report must contain a statement setting out in respect of the last general meeting at which a resolution of the following kind was moved by the company—

• (a) in respect of a resolution to approve the directors’ remuneration report, the percentage of votes cast for and against and the number of votes withheld;

• (b) in respect of a resolution to approve the directors’ remuneration policy, the percentage of votes cast for and against and the number of votes withheld; and,

• (c) where there was a significant percentage of votes against either such resolution, a summary of the reasons for those votes, as far as known to the directors, and any actions taken by the directors in response to those concerns.

Introductory

24

• (1) The information required to be included in the directors’ remuneration report by the provisions of this Part must be set out in a separate part of the report and constitutes the directors’ remuneration policy of the company.

• (1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) Where a company intends to move a resolution at a meeting of the company to approve a directors’ remuneration policy and it is intended that some or all of the provisions of the last approved directors’ remuneration policy are to continue to apply after the resolution is approved, this fact must be stated in the policy which is the subject of the resolution and it must be made clear which provisions of the last approved policy are to continue to apply and for what period of time it is intended that they shall apply.

• (3) Notwithstanding the requirements of this Part, the directors’ remuneration policy part of the report must set out all those matters for which the company requires approval for the purposes of Chapter 4A of Part 10 of the 2006 Act.

• (4) Where any provision of the directors’ remuneration policy provides for the exercise by the directors of a discretion on any aspect of the policy, the policy must clearly set out the extent of that discretion in respect of any such variation, change or amendment.

• (5) The directors’ remuneration policy (or revised directors’ remuneration policy) of a company in respect of which a company moves a resolution for approval in accordance with section 439A of the 2006 Act must, on the first occasion that such a resolution is moved after 1st October 2013 set out the date from which it is intended by the company that that policy is to take effect.

Future policy table

25

• (1) The directors’ remuneration report must contain in tabular form a description of each of the components of the remuneration package for the directors of the company which are comprised in the directors’ remuneration policy of the company.

• (2) Where the report complies with sub-paragraph (1) by reference to provisions which apply generally to all directors, the table must also include any particular arrangements which are specific to any director individually.

• (3) References in this Part to “component parts of the remuneration package” include, but are not limited to, all those items which are relevant for the purposes of the single total figure table.

26

In respect of each of the components described in the table there must be set out the following information

• (a) how that component supports the short and long-term strategic objectives of the company (or, where the company is a parent company, the group);

• (b) an explanation of how that component of the remuneration package operates ...;

• (ba) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (c) the maximum that may be paid in respect of that component (which may be expressed in monetary terms, or otherwise);

• (d) where applicable, a description of the framework used to assess performance including—

• (i) a description of any performance measures which apply and, where more than one performance measure applies, an indication of the weighting of the performance measure or group of performance measures;

• (ii) details of any performance period; and

• (iii) the amount (which may be expressed in monetary terms or otherwise) that may be paid in respect of —

• (aa) the minimum level of performance that results in any payment under the policy, and

• (bb) any further levels of performance set in accordance with the policy;

• (e) an explanation as to whether there are any provisions for the recovery of sums paid or the withholding of the payment of any sum.

27

There must accompany the table notes which set out—

• (a) in respect of any component falling within paragraph 26(d)(i)–(iii), an explanation of why any performance measures were chosen and how any performance targets are set;

• (b) in respect of any component (other than salary, fees, benefits or pension) which is not subject to performance measures, an explanation of why there are no such measures;

• (c) if any component did not form part of the remuneration package in the last approved directors’ remuneration policy, why that component is now contained in the remuneration package;

• (d) in respect of any component which did form a part of such a package, what changes have been made to it and why; and

• (e) an explanation of the differences (if any) in the company’s policy on the remuneration of directors from the policy on the remuneration of employees generally (within the company, or where the company is a parent company, the group).

28

The information required by paragraph 25 may, in respect of directors not performing an executive function, be set out in a separate table and there must be set out in that table the approach of the company to the determination of—

• (a) the fee payable to such directors;

• (b) any additional fees payable for any other duties to the company;

• (c) such other items as are to be considered in the nature of remuneration.

Approach to recruitment remuneration

29

• (1) The directors’ remuneration policy must contain a statement of the principles which would be applied by the company when agreeing the components of a remuneration package for the appointment of directors.

• (2) The statement must set out the various components which would be considered for inclusion in that package and the approach to be adopted by the company in respect of each component.

• (3) The statement must, subject to sub-paragraph (4), set out the maximum level of variable remuneration which may be granted (which can be expressed in monetary terms or otherwise).

• (4) Remuneration which constitutes compensation for the forfeit of any award under variable remuneration arrangements entered into with a previous employer is not included within sub-paragraph (3) of this paragraph, but is subject to the requirements of sub-paragraphs (1) and (2).

Service contracts

30

The directors’ remuneration policy must contain a description of any obligation on the company which—

• (a) is contained in all directors’ service contracts;

• (b) is contained in the service contracts of any one or more existing directors (not being covered by paragraph (a)); or

• (c) it is proposed would be contained in directors’ service contracts to be entered into by the company

and which could give rise to, or impact on, remuneration payments or payments for loss of office but which is not disclosed elsewhere in this report.

31

Where the directors’ service contracts are not kept available for inspection at the company’s registered office, the report must give details of where the contracts are kept, and if the contracts are available on a website, a link to that website.

32

The provisions of paragraphs 30 and 31 relating to directors’ service contracts apply in like manner to the terms of letters of appointment of directors.

Illustrations of application of remuneration policy

33

The directors’ remuneration report must, in respect of each person who is a director (other than a director who is not performing an executive function), set out in the form of a bar chart an indication of the level of remuneration that would be received by the director in accordance with the directors’ remuneration policy in the first year to which the policy applies.

34

• (1) The bar chart must contain separate bars representing—

• (a) minimum remuneration receivable, that is to say, including, but not limited to, salary, fees, benefits and pension;

• (b) the remuneration receivable if the director was, in respect of any performance measures or targets, performing in line with the company’s expectation;

• (c) maximum remuneration receivable (not allowing for any share price appreciation).

• (2) Each bar of the chart must contain separate parts which represent—

• (a) salary, fees, benefits, pension and any other item falling within sub-paragraph 34(1)(a);

• (b) remuneration where performance measures or targets relate to one financial year;

• (c) remuneration where performance measures or targets relate to more than one financial year.

• (3) Each bar must show—

• (a) percentage of the total comprised by each of the parts; and

• (b) total value of remuneration expected for each bar.

35

• (1) A narrative description of the basis of calculation and assumptions used to compile the bar chart must be set out to enable an understanding of the charts presented.

• (2) In complying with sub-paragraph (1) it is not necessary for any matter to be included in the narrative description which has been set out in the future policy table required by paragraph 25.

Policy on payment for loss of office

36

The directors’ remuneration policy must set out the company’s policy on the setting of notice periods under directors’ service contracts.

37

The directors’ remuneration policy must also set out the principles on which the determination of payments for loss of office will be approached including—

• (a) an indication of how each component of the payment will be calculated;

• (b) whether, and if so how, the circumstances of the director’s loss of office and performance during the period of qualifying service are relevant to any exercise of discretion; and

• (c) any contractual provision agreed prior to 27th June 2012 that could impact on the quantum of the payment.

Statement of consideration of employment conditions elsewhere in company

38

The directors’ remuneration policy must contain a statement of how pay and employment conditions of employees (other than directors) of the company and, where the company is a parent company, of the group of other undertakings within the same group as the company, were taken into account when setting the policy for directors’ remuneration.

39

The statement must also set out—

• (a) whether, and if so, how, the company consulted with employees when drawing up the directors’ remuneration policy set out in this part of the report;

• (b) whether any remuneration comparison measurements were used and if so, what they were, and how that information was taken into account.

Statement of consideration of shareholder views

40

The directors’ remuneration policy must contain a statement of whether, and if so how, any views in respect of directors’ remuneration expressed to the company by shareholders (whether at a general meeting or otherwise) have been taken into account in the formulation of the directors’ remuneration policy.

PART 5 — PROVISIONS OF THE DIRECTORS’ REMUNERATION REPORT WHICH ARE SUBJECT TO AUDIT

41

The information contained in the directors’ remuneration report which is subject to audit is the information required by paragraphs 4 to 17 (inclusive) of Part 3 of this Schedule.

PART 6 — REVISED DIRECTORS’ REMUNERATION POLICY

42

A revised directors’ remuneration policy prepared in accordance with section 422A of the 2006 Act must contain all those matters required by Part 4 of this Schedule to be in the directors’ remuneration policy ....

43

A revised directors’ remuneration policy must be set out in the same manner as required by Part 4 of this Schedule in respect of that part of the directors’ remuneration report.

PART 7 — INTERPRETATION AND SUPPLEMENTARY

44

• (1) In this Schedule—

• “amount”, in relation to a gain made on the exercise of a share option, means the difference between—the market price of the shares on the day on which the option was exercised; andthe price actually paid for the shares;

• “company contributions”, in relation to a pension scheme and a person, means any payments (including insurance premiums) made, or treated as made, to the scheme in respect of the person by anyone other than the person;

• “emoluments” of a person—include salary, fees and bonuses, sums paid by way of expenses allowance (so far as they are chargeable to United Kingdom income tax or would be if the person were an individual or would be if the person were resident in the United Kingdom for tax purposes), butdo not include any of the following, namely—the value of any share options granted to him or the amount of any gains made on the exercise of any such options;any company contributions paid, or treated as paid, in respect of him under any pension scheme or any benefits to which he is entitled under any such scheme; orany money or other assets paid to or received or receivable by him under any scheme;

• “pension scheme” means a retirement benefits scheme within the meaning given by section 150(1) of the Finance Act 2004 which is—one in which the company participates orone to which the company paid a contribution during the financial year;

• “performance measure” is the measure by which performance is to be assessed, but does not include any condition relating to service:

• “performance target” is the specific level of performance to be attained in respect of that performance measure;

• “qualifying services”, in relation to any person, means his services as a director of the company, and his services at any time while he is a director of the company—as a director of an undertaking that is a subsidiary undertaking of the company at that time;as a director of any other undertaking of which he is a director by virtue of the company’s nomination (direct or indirect); orotherwise in connection with the management of the affairs of the company or any such subsidiary undertaking or any such other undertaking;

• “remuneration committee” means a committee of directors of the company having responsibility for considering matters related to the remuneration of directors;

• “retirement benefits” means relevant benefits within the meaning given by section 393B of the Income Tax (Earnings and Pensions) Act 2003 read as if subsection (2) were omitted;

• “scheme” (other than a pension scheme) means any agreement or arrangement under which money or other assets may become receivable by a person and which includes one or more qualifying conditions with respect to service or performance that cannot be fulfilled within a single financial year, and for this purpose the following must be disregarded, namely—any payment the amount of which falls to be determined by reference to service or performance within a single financial year;compensation in respect of loss of office, payments for breach of contract and other termination payments; andretirement benefits;

• “scheme interest” means an interest under a scheme;

• “shares” means shares (whether allotted or not) in the company, or any undertaking which is a group undertaking in relation to the company, and includes a share warrant as defined by section 779(1) of the 2006 Act;

• “share option” means a right to acquire shares;

• “UK employee” means a person employed under a contract of service by the company, other than a person employed to work wholly or mainly outside the United Kingdom;

• ...

• “value” in relation to shares received or receivable on any day by a person who is or has been a director of a company, means the market price of the shares on that day.

• (2) In this Schedule “compensation in respect of loss of office” includes compensation received or receivable by a person for—

• (a) loss of office as director of the company, or

• (b) loss, while director of the company or on or in connection with his ceasing to be a director of it, of—

• (i) any other office in connection with the management of the company’ affairs; or

• (ii) any office as director or otherwise in connection with the management of the affairs of any undertaking that, immediately before the loss, is a subsidiary undertaking of the company or an undertaking of which he is a director by virtue of the company’s nomination (direct or indirect);

• (c) compensation in consideration for, or in connection with, a person’s retirement from office; and

• (d) where such a retirement is occasioned by a breach of the person’s contract with the company or with an undertaking that, immediately before the breach, is a subsidiary undertaking of the company or an undertaking of which he is a director by virtue of the company’s nomination (direct or indirect)—

• (i) payments made by way of damages for the breach; or

• (ii) payments made by way of settlement or compromise of any claim in respect of the breach.

• (3) References in this Schedule to compensation include benefits otherwise than in cash; and in relation to such compensation references in this Schedule to its amounts are to the estimated money value of the benefit.

• (4) References in this Schedule to a person being “connected” with a director, and to a director “controlling” a body corporate, are to be construed in accordance with sections 252 to 255 of the 2006 Act.

45

For the purposes of this Schedule emoluments paid or receivable or share options granted in respect of a person’s accepting office as a director are to be treated as emoluments paid or receivable or share options granted in respect of his services as a director.

46

• (1) The following applies with respect to the amounts to be shown under this Schedule.

• (2) The amount in each case includes all relevant sums paid by or receivable from—

• (a) the company; and

• (b) the company’s subsidiary undertakings; and

• (c) any other person,

except sums to be accounted for to the company or any of its subsidiary undertakings or any other undertaking of which any person has been a director while director of the company, by virtue of section 219 of the 2006 Act (payment in connection with share transfer: requirement of members’ approval), to past or present members of the company or any of its subsidiaries or any class of those members.

• (3) Reference to amounts paid to or receivable by a person include amounts paid to or receivable by a person connected with the person or a body corporate controlled by the person (but not so as to require an amount to be counted twice).

47

• (1) The amounts to be shown for any financial year under Part 3 of this Schedule are the sums receivable in respect of that year (whenever paid) or, in the case of sums not receivable in respect of a period, the sums paid during that year.

• (2) But where—

• (a) any sums are not shown in the directors’ remuneration report for the relevant financial year on the ground that the person receiving them is liable to account for them as mentioned in paragraph 46(2), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years; or

• (b) any sums paid by way of expenses allowance are charged to United Kingdom income tax after the end of the relevant financial year or, in the case of any such sums paid otherwise than to an individual, it does not become clear until the end of the relevant financial year that those sums would be charged to such tax were the person an individual,

those sums must, to the extent to which the liability is released or not enforced or they are charged as mentioned above (as the case may be), be shown in the first directors’ remuneration report in which it is practicable to show them and must be distinguished from the amounts to be shown apart from this provision.

48

Where it is necessary to do so for the purpose of making any distinction required by the preceding paragraphs in an amount to be shown in compliance with this Schedule, the directors may apportion any payments between the matters in respect of which these have been paid or are receivable in such manner as they think appropriate.

49

The Schedule requires information to be given only so far as it is contained in the company’s books and papers, available to members of the public or the company has the right to obtain it.

1A

• (1) The company's directors may adapt one of the balance sheet formats in Section B so to distinguish between current and non-current items in a different way, provided that—

• (a) the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted, and

• (b) the presentation of those items is in accordance with generally accepted accounting principles or practice.

• (2) The company's directors may adapt one of the profit and loss account formats in Section B, provided that—

• (a) the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted, and

• (b) the presentation is in accordance with generally accepted accounting principles or practice.

• (3) So far as is practicable, the following provisions of Section A of this Part of this Schedule apply to the balance sheet or profit or loss account of a company notwithstanding any such adaptation pursuant to this paragraph.

9A

Where an asset or liability relates to more than one item in the balance sheet, the relationship of such asset or liability to the relevant items must be disclosed either under those items or in the notes to the accounts.

ASSETS

CAPITAL, RESERVES AND LIABILITIES

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15A

The opening balance sheet for each financial year shall correspond to the closing balance sheet for the preceding financial year.

Intangible Assets

Current assets

Equity method in respect of participating interests

29A

• (1) Participating interests may be accounted for using the equity method.

• (2) If participating interests are accounted for using the equity method—

• (a) the proportion of profit or loss attributable to a participating interest and recognised in the profit and loss account may be that proportion which corresponds to the amount of any dividends, and

• (b) where the profit attributable to a participating interest and recognised in the profit and loss account exceeds the amount of any dividends, the difference must be placed in a reserve which cannot be distributed to shareholders.

• (3) The reference to “dividends” in sub-paragraph (2) includes dividends already paid and those whose payment can be claimed.

Post balance sheet events

72A

The nature and financial effect of material events arising after the balance sheet date which are not reflected in the profit and loss account or balance sheet must be stated.

Appropriations

72B

Particulars must be given of the proposed appropriation of profit or treatment of loss or, where applicable, particulars of the actual appropriation of the profits or treatment of the losses.

10A

Where an asset or liability relates to more than one item in the balance sheet, the relationship of such asset or liability to the relevant items must be disclosed either under those items or in the notes to the accounts.